8-K: Coeur Mining to Acquire New Gold, Creating North American Metals Giant

Coeur Mining will acquire New Gold in a stock-for-stock transaction, forming a leading North American precious metals producer with an expected $20 billion market capitalization.

Summary

• Coeur Mining, Inc. will acquire New Gold Inc. in a stock-for-stock transaction, effected by way of a plan of arrangement.
• New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share.
• The transaction implies a consideration of $8.51 per New Gold common share, based on Coeur's closing price on the NYSE on October 31, 2025.
• This represents a 16% premium to New Gold's closing price on the NYSE American on October 31, 2025.
• The combined company is expected to have an equity market capitalization of approximately $20 billion.
• Existing Coeur stockholders will own approximately 62% and New Gold shareholders approximately 38% of the outstanding common stock of the combined company.
• The combined entity is projected to generate approximately $3.0 billion of EBITDA and $2.0 billion of free cash flow in 2026.
• Expected 2026 production for the combined company includes approximately 1.25 million gold equivalent ounces, comprising 20 million ounces of silver and 900,000 ounces of gold.
• Over 80% of the combined company's revenue will be generated from the U.S. and Canada.
• New Gold's outstanding options, performance share units, and deferred share units will be fully vested and cancelled in exchange for cash payments, with specific vesting multipliers for continuing and non-continuing employees.
• New Gold restricted share units held by non-continuing employees will be fully vested and redeemed for cash, while those held by continuing employees will be amended by the Exchange Ratio and remain outstanding, entitling holders to cash payments based on Coeur Shares upon vesting.

Sentiment

Score: 8

Explanation: The filing outlines a highly strategic and financially accretive acquisition for Coeur Mining, creating a larger, more diversified, and financially stronger precious metals producer. The significant projected increases in EBITDA and free cash flow, along with the premium offered to New Gold shareholders, indicate strong positive sentiment. While there are standard risks associated with mergers and regulatory approvals, the overall tone and detailed benefits suggest a very favorable outlook for the combined entity.

Positives

• Creates a leading, 100% North American senior mining company with an approximately $20 billion market capitalization and seven high-quality operations.
• Significant and immediate addition to Coeur's EBITDA and free cash flow, with combined expected 2026 EBITDA of $3.0 billion and free cash flow of $2.0 billion, a material increase from Coeur's expected 2025 figures.
• The strong free cash flow profile is expected to lead to a net cash position at closing and a rapidly growing cash balance, creating a clear path to a potential investment-grade credit rating and higher stockholder returns.
• Robust, fully-funded growth pipeline expected to accelerate investment in high-return organic growth opportunities at New Afton's K-Zone, brownfield exploration at Rainy River, and across Coeur's portfolio in the U.S., Mexico, and Canada.
• The transaction is accretive on all of Coeur's key per share metrics, including net asset value, operating cash flow, and free cash flow, positioning the combined company for a potential share price re-rating.
• Enhanced sector and capital market profile, positioning the combined company among the top 10 largest precious metals companies and top 5 largest silver producers globally, with silver representing 30% of total metals reserves.
• Expected significantly enhanced daily trading liquidity of over $380 million with the potential for inclusion in key major U.S. indexes.
• Bolstered combined management team and Board, with New Gold's President, CEO, and one other director joining Coeur's board, and several New Gold management team members joining Coeur.
• New Gold shareholders receive an immediate and significant premium of approximately 16% to the October 31, 2025 closing price.
• New Gold shareholders retain meaningful exposure to future upside at New Afton and Rainy River, owning approximately 38% of the combined company.
• The combined entity offers greater scale and operating diversification, thereby significantly reducing risk for New Gold shareholders.
• Coeur plans to accelerate investment in exploration and expansion at New Gold's existing operations and evaluate Coeur's Silvertip critical minerals project in northern British Columbia.
• The combined company will sustain significant employment levels in Canada (over 1,700 employees, approximately 450 contractors) and maintain New Gold's Toronto corporate office.
• Coeur will apply to list its common stock for trading on the TSX, enhancing capital markets exposure for New Gold shareholders.

Negatives

• The Arrangement Agreement includes substantial termination fees: Coeur would pay $413,705,000 to New Gold, and New Gold would pay $254,725,000 to Coeur under certain specified circumstances.
• A reciprocal expense reimbursement fee of up to $33,965,000 is payable by one party to the other in certain circumstances if the transaction is not completed.
• The transaction is subject to multiple approvals (shareholder, court, regulatory), which introduces execution risk and potential for delays.
• Coeur's obligation to complete the Arrangement is conditioned on dissent rights not being exercised (or, if exercised, not withdrawn) with respect to more than 5% of the issued and outstanding New Gold Shares.

Risks

• The possibility that shareholders of New Gold may not approve the Arrangement.
• The risk that stockholders of Coeur may not approve the Stock Issuance or the Charter Amendment.
• The risk that any other condition to closing of the Transaction may not be satisfied.
• The risk that the closing of the Transaction might be delayed or not occur at all.
• Potential adverse reactions or changes to business or employee relationships of Coeur or New Gold, including those resulting from the announcement or completion of the Transaction.
• The diversion of management time on transaction-related issues.
• The ultimate timing, outcome, and results of integrating the operations of Coeur and New Gold.
• The ability of the combined company to realize anticipated synergies in the timeframe expected or at all.
• Changes in capital markets and the ability of the combined company to finance operations in the manner expected.
• The risk that Coeur or New Gold may not receive the required stock exchange and regulatory approvals of the Transaction.
• The risk of any litigation relating to the proposed Transaction.
• The risk of changes in governmental regulations or enforcement practices.
• The effects of commodity prices, life of mine estimates.
• The timing and amount of estimated future production.
• The risks of mining activities.
• Operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement.
• Dissent Rights exercised (or not withdrawn) with respect to more than 5% of the issued and outstanding New Gold Shares could prevent Coeur's obligation to complete the Arrangement.

Future Outlook

The combined company anticipates a net cash position at closing and a rapidly growing cash balance, aiming for a potential investment-grade credit rating and higher stockholder returns. It expects to accelerate investment in high-return organic growth opportunities, including New Afton's K-Zone and brownfield exploration at Rainy River, as well as across Coeur's existing portfolio in the U.S., Mexico, and Canada. The transaction is expected to close in H1 2026.

Management Comments

• "This transaction provides clear and compelling benefits for New Gold and Coeur shareholders by bringing together two companies with similar cultures to create a stronger, more resilient, and larger scale precious metals mining company." Mitchell J. Krebs, Coeur's Chairman, President and Chief Executive Officer.
• "We believe this is an extraordinary opportunity to create an unrivaled North American-only, mining powerhouse at just the right time." Mitchell J. Krebs.
• "With the addition of New Gold's two Canadian operations to our five current operating mines we expect to generate approximately $3 billion of EBITDA and approximately $2 billion of free cash flow in 2026 at significantly lower overall costs and higher margins." Mitchell J. Krebs.
• "Today is a monumental day for New Gold and the culmination of diligent focus by the team on operational and development work that has transformed New Gold into the financially strong and significant free cash flow generating company it is today." Patrick Godin, New Gold's President, Chief Executive Officer and Director.
• "A combination with Coeur unlocks the next level of potential for our shareholders, uniting with a company of similar financial strength and cash flow generation while also gaining exposure to a larger scale, diversified portfolio with new long-life assets and immense exploration potential." Patrick Godin.
• "Together, we will be a cash flow powerhouse, leaping above larger peers, with significant exploration upside and the potential to significantly extend mine life and grow net asset value per share." Patrick Godin.

Industry Context

This acquisition creates a new, 100% North American senior mining company, positioning it among the top 10 largest precious metals companies and top 5 largest silver producers globally. The focus on North American operations (U.S., Canada, Mexico) and a diversified metals mix (gold, silver, copper) aligns with trends towards regional supply chain security and broader commodity exposure in the mining sector. The emphasis on significant free cash flow generation and potential for an investment-grade credit rating suggests a move towards financial strength and shareholder returns, which are increasingly valued in the capital-intensive mining industry.

Comparison to Industry Standards

• The combined company will be among the top 10 largest precious metals companies globally.
• The combined company will be among the top 5 largest silver producers globally.
• The expected combined 2026 EBITDA of $3.0 billion and free cash flow of $2.0 billion represent a material increase compared to Coeur's expected 2025 full-year EBITDA of $1 billion and free cash flow of $550 million, indicating significant growth relative to its prior performance and potentially outperforming many peers in terms of cash generation.
• The combined entity's expected free cash flow yield and net cash position are anticipated to create a clear path to a potential investment-grade credit rating, which would place it favorably against many mining companies that often carry higher debt loads.
• The enhanced daily trading liquidity of over $380 million and potential for inclusion in key major U.S. indexes would elevate its profile compared to smaller or less liquid precious metals producers.

Management Changes

Corporate Governance

Legal Proceedings

• The Arrangement Agreement includes a risk factor regarding the possibility of litigation relating to the proposed Arrangement.
• Coeur and New Gold covenant to use commercially reasonable efforts to defend all lawsuits or other legal, regulatory, or other proceedings against them challenging or affecting the Agreement or the consummation of the transactions.
• The Company will give Parent a reasonable opportunity to participate in the defense or settlement of any substantive shareholder litigation against the Company or its directors or officers relating to the Arrangement, with material settlements requiring Parent's prior written consent.

Related Party Transactions

• Coeur has entered into voting and support agreements with directors and certain senior officers of New Gold, who collectively hold approximately 0.1% of the outstanding New Gold Shares.
• New Gold has entered into voting and support agreements with directors and certain senior officers of Coeur, who collectively hold approximately 1.5% of the outstanding shares of Coeur Common Stock.

Stakeholder Impact

• **New Gold Shareholders**: Receive an immediate 16% premium and retain approximately 38% equity participation in a larger, more diversified, and financially stronger combined company with enhanced trading liquidity and potential for re-rating.
• **Coeur Stockholders**: Gain ownership in a significantly larger, more liquid, and financially robust precious metals producer, benefiting from accretive per-share metrics, a strengthened balance sheet, and significant organic growth opportunities.
• **Employees (New Gold)**: Several members of New Gold's management team are expected to join Coeur. Existing employment, consulting, indemnification, incentive, and bonus arrangements will be honored. Continuing employees will receive Parent Incentive Awards and cash-based short-term incentive opportunities, while non-continuing employees will have Accelerated RSUs redeemed for cash.
• **Employees (Combined Canada)**: The combined company is expected to have over 1,700 employees across Canada, with approximately 450 more employed as contractors, sustaining significant employment levels.
• **Local Communities (Canada)**: The combined company plans to maintain New Gold's strong partnerships, relationships, and contributions with Indigenous and local communities in British Columbia and Ontario.
• **Suppliers/Partners**: The combined company plans to maintain offtake agreements for processing of minerals in Canada.
• **Regulatory Bodies**: The transaction requires approvals from the National Antirust Commission of Mexico, the Competition Act (Canada), and the Investment Canada Act (Canada), as well as court and stock exchange approvals.

Next Steps

• New Gold to apply to the Court for an Interim Order as promptly as reasonably practicable, with the hearing scheduled on or about the fifteenth calendar day following the filing of the Parent Proxy Statement.
• Coeur to file a definitive proxy statement on Schedule 14A with the SEC in connection with the solicitation of proxies for Coeur stockholder approval.
• New Gold to file a notice of shareholder meeting and accompanying management information circular with TSX, SEDAR+, and SEC in connection with the solicitation of proxies for New Gold shareholder approval.
• New Gold to hold a special meeting of shareholders in Q1 2026 to approve the Arrangement Resolution.
• Coeur to hold a special meeting of stockholders in Q1 2026 to approve the Stock Issuance and Charter Amendment.
• Coeur and New Gold to submit a notification to the National Antirust Commission of Mexico (CNA) within 20 business days of the Arrangement Agreement.
• Coeur to submit an application for review under the Investment Canada Act (ICA) within 20 business days of the Arrangement Agreement.
• Coeur to submit initial proposed undertakings to the Minister under ICA within 20 business days of the ICA application filing.
• Coeur and New Gold to submit a request for an advance ruling certificate or No Action Letter under the Competition Act (Canada) within 20 business days.
• Coeur and New Gold to submit pre-merger notifications under the Competition Act (Canada) within 20 business days.
• Coeur and New Gold to file any other required filings or notifications for regulatory approvals within 30 business days after the date of the Arrangement Agreement.
• New Gold to apply to the Court for a Final Order as promptly as reasonably practicable after obtaining New Gold Shareholder Approval.
• The transaction is expected to close in H1 2026, subject to satisfaction of conditions.
• New Gold common shares are expected to be de-listed from the TSX and the NYSE American as promptly as practicable after the Effective Time.
• Coeur to apply for approval of the listing for trading of its common stock on the TSX by the Effective Time.
• Coeur to prepare and file an Internal Revenue Service Form 8937 with respect to the Arrangement after the Effective Date.

Key Dates

Recommendation

The acquisition of New Gold by Coeur Mining is highly strategic and financially compelling, creating a significantly larger, more diversified, and financially robust North American precious metals producer. The transaction is expected to be accretive to Coeur's key per-share metrics (net asset value, operating cash flow, and free cash flow) and projects substantial increases in combined EBITDA ($3.0 billion) and free cash flow ($2.0 billion) by 2026. This strong cash generation is anticipated to lead to a net cash position and a potential investment-grade credit rating, enhancing financial flexibility and shareholder returns. For New Gold shareholders, the 16% premium offers immediate value, while their 38% ownership in the combined entity provides continued exposure to a company with enhanced scale, operational diversification, and significant organic growth potential across a portfolio of seven North American mines. The planned TSX listing for Coeur and integration of New Gold management further strengthen the combined entity's market profile and operational expertise. Despite typical merger integration risks and regulatory hurdles, the clear strategic rationale, strong financial projections, and immediate premium for New Gold shareholders make this a highly attractive proposition for investors.

Keywords

Coeur Mining, New Gold, Acquisition, Merger, Precious Metals, Gold, Silver, Copper, Mining, North America, Canada, Mexico, USA, EBITDA, Free Cash Flow, Stock-for-Stock, Arrangement Agreement, NYSE, TSX, Mineral Resources, Mineral Reserves, Exploration, Corporate Governance